Handling financial obligations is the most important thing when dissolving a business. This is the most detailed guide to liquidating all financial obligations to the state budget when dissolving a business.
Table of contents articles
Instructions for liquidation of tax obligations
The objective of tax liability processing is to have the tax authority confirmed that it does not owe tax. To be confirmed not to owe tax, the enterprise applies the instructions below.
+ Particularly for educational, medical and performing arts activities: 2%.
+ For commodity trading: 1%
+ For other activities: 2%.
Which cases do not need tax finalization upon dissolution
1. To pay enterprise income tax according to the percentage of turnover
Enterprises and organizations that are liable to pay enterprise income tax at the rate of% on sales of goods and services in accordance with the law on corporate income tax shall dissolve or terminate their operations.
2. The business does not generate revenue, has not used invoices
An enterprise dissolves or terminates its operation, but from the time it is granted the business registration certificate or the enterprise registration certificate to the time of dissolution or shutdown, the enterprise has not generated any revenue. use invoice.
3. Revenue has been generated, invoices have been used but the following conditions are satisfied:
An enterprise that is liable to pay corporate income tax according to declaration shall dissolve or terminate its operation if the following conditions are satisfied:
- Have an average annual turnover (from the year that has not been finalized or tax inspection or examination to the time the enterprise dissolves or terminates its operation) not exceeding VND 1 billion / year.
- From the year the enterprise has not received the tax finalization, tax inspection or examination to the time of dissolution or shutdown, the enterprise shall not be sanctioned for tax evasion law violations.
- The amount of corporate income tax paid from the year that has not been finalized, tax inspection or examination to the time of dissolution or shutdown is higher than the corporate income tax amount, if calculated as a percentage of the sale turnover. goods and services.
Provisions on the percentage of sales
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For the cases specified at Points 1, 2, 3 above, within 05 (five) working days from the date of receipt of the dossier submitted by the taxpayer (including the decision to dissolve or terminate its operation; documents proving that the taxpayer falls into the above cases and has fully paid payable tax amounts, if any), the tax office shall confirm that the enterprise has fulfilled its tax liability.
Cases subject to tax finalization upon dissolution
In case the enterprise dissolves or terminates its operation which does not fall into the above-mentioned cases, based on actual needs, the tax agency directly managing the taxpayer will conduct tax finalization according to the plan set by the agency. tariff issued.
In order for an enterprise to plan its dissolution tax finalization plan, an enterprise needs to complete and submit the following procedures:
- A written certification of fulfillment of tax obligations with import-export activities by the General Department of Customs if your business has import-export activities. Or a written commitment to have no tax debts and other payables to the state budget related to import-export activities to the date of signing the confirmation of tax debt of the General Department of Customs and take responsibility for this commitment.
- Property liquidation record (if any).
- Notify the result of invoice cancellation and report on the use of the invoice as of the time of submitting the dissolution dossier.
- Finalization of Corporate Income Tax (CIT) and Personal Income Tax (PIT) up to the time of submission of the dissolution dossier.
- Submit Value Added Tax (VAT) declaration by the time of submission of application for dissolution of the enterprise.
- Financial statements are prepared up to the time of settlement. For FDI enterprises, the corresponding audit report must be submitted.
Time limit for processing dissolution dossiers at tax agencies
After all types of documents listed above have been fully submitted, the deadline for tax finalization for dissolution of the company is the forty-five (45) day from the date of submission of the complete application. During this time, enterprises need to carefully prepare, complete accounting books and appoint accountability personnel to work with tax authorities' representatives.
Guidance on liquidation of social insurance obligations
The objective of the settlement of social insurance obligations is to be certified by the social insurance agency that they do not owe social insurance. To be certified not to owe social insurance, the enterprise shall follow the instructions below.
In addition to fulfilling obligations to people and employees, enterprises are also responsible for certifying the completion of financial obligations to the social insurance management agency as follows:
1. Closing the employee's insurance book as follows:
- According to the provisions of Article 47 of the Labor Code as follows: “Article 47. Responsibilities of the employer when terminating the labor contract: Within 07 working days from the date of contract termination labor, the two parties are responsible for paying in full all amounts related to the interests of each party; In special cases, it can be extended but not more than 30 days.
- The employer is responsible for completing the procedure for confirming and returning the social insurance book and other documents that the employer has withheld from the employee. ”
2. Please confirm that you do not owe compulsory insurance:
- Comparation of compulsory social insurance to the time of dissolution.
- Please confirm no debt of social insurance.
Guidance on liquidation of import and export tax obligations (Customs)
The goal of handling import and export tax obligations is to be certified by the customs office that they do not owe import and export tax obligations. To be certified not to owe import-export tax obligations, enterprises shall follow the instructions below.
1. Principles of confirmation of obligations
- Import and export goods subject to tax must pay tax before customs clearance or goods release. Except for cases where taxpayers are entitled to the priority regime prescribed by the Customs Law.
- Therefore, most import and export taxes have been paid in full, except for cases where there are problems that need to be checked: Export processing; Tax adjustment due to detection before the time of dissolution.
2. Confirmation procedures
A dossier to certify no customs tax debt for dissolution comprises:
- Letter of confirmation that you do not owe customs duties.
- Minutes of meeting, decision on dissolution of the company.
- Copy of business registration, establishment decision of the unit (authenticated)
Within 5 working days, the General Department of Customs will have a written reply on whether the unit owes or does not owe customs tax.
Upon receipt of the General Department of Customs' written confirmation of no tax debt, the enterprise shall submit this document to the tax administration agency before terminating the tax identification number.
Liquidate assets and pay all debts of the company
The Enterprise Law provides for the organizers of asset liquidation and the order of debt payment. Accordingly, the owner of a private enterprise, the Members' Council or company owner, the Board of Directors shall directly organize the liquidation of the enterprise's assets, unless the company's charter provides for the establishment of a liquidation organization. private.
The enterprise's debts are paid in the following order:
- Salary debts, severance pay, social insurance in accordance with law and other benefits of the employee under the collective labor agreement and signed labor contract;
- Tax debt;
- Other liabilities.
After all debts and dissolution expenses have been paid, the rest belongs to the private enterprise owners, members, shareholders or owners of the company.
According to the Enterprise Law, the term of contract liquidation must not exceed 06 months from the date of approval of the dissolution decision. This period is only suitable for small-sized businesses, without complicated transaction relationships, and highly liquid assets. For businesses with large scale or many assets, which need a long time to liquidate and pay debts, this time may not be enough to settle all contracts and pay debts.
